UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
(Mark One)-
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2015
OR
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number: 1-14064
The Estée Lauder Companies Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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11-2408943 |
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767 Fifth Avenue, New York, New York |
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10153 |
212-572-4200
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x |
Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
At October 26, 2015, 222,578,287 shares of the registrant’s Class A Common Stock, $.01 par value, and 146,658,737 shares of the registrant’s Class B Common Stock, $.01 par value, were outstanding.
THE ESTÉE LAUDER COMPANIES INC.
THE ESTÉE LAUDER COMPANIES INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
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Three Months Ended |
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2015 |
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2014 |
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(In millions, except per share data) | |||||
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Net Sales |
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$ |
2,834.7 |
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$ |
2,631.0 |
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Cost of Sales |
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577.2 |
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536.6 |
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Gross Profit |
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2,257.5 |
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2,094.4 |
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Operating Expenses |
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Selling, general and administrative |
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1,804.3 |
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1,746.4 |
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Operating Income |
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453.2 |
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348.0 |
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Interest expense |
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17.1 |
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14.8 |
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Interest income and investment income, net |
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3.0 |
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1.6 |
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Earnings before Income Taxes |
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439.1 |
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334.8 |
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Provision for income taxes |
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128.3 |
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105.6 |
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Net Earnings |
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310.8 |
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229.2 |
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Net earnings attributable to noncontrolling interests |
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(1.5 |
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(1.1 |
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Net Earnings Attributable to The Estée Lauder Companies Inc. |
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$ |
309.3 |
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$ |
228.1 |
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Net earnings attributable to The Estée Lauder Companies Inc. per common share |
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Basic |
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$ |
.83 |
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$ |
.60 |
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Diluted |
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$ |
.82 |
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$ |
.59 |
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Weighted-average common shares outstanding |
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Basic |
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372.5 |
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381.8 |
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Diluted |
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379.0 |
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388.2 |
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Cash dividends declared per common share |
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$ |
.24 |
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$ |
.20 |
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See notes to consolidated financial statements.
THE ESTÉE LAUDER COMPANIES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended |
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2015 |
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2014 |
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(In millions) |
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Net earnings |
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$ |
310.8 |
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$ |
229.2 |
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Other comprehensive income (loss): |
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Net unrealized investment gain (loss) |
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0.5 |
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0.1 |
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Net derivative instrument gain (loss) |
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11.2 |
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33.8 |
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Amounts included in net periodic benefit cost |
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6.4 |
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6.6 |
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Translation adjustments |
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(79.2 |
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(129.9 |
) | ||
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Benefit (provision) for deferred income taxes on components of other comprehensive income |
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(6.7 |
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(16.0 |
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Total other comprehensive income (loss) |
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(67.8 |
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(105.4 |
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Comprehensive income (loss) |
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243.0 |
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123.8 |
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Comprehensive (income) loss attributable to noncontrolling interests: |
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Net earnings |
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(1.5 |
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(1.1 |
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Translation adjustments |
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(0.1 |
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1.6 |
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(1.6 |
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0.5 |
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Comprehensive income attributable to The Estée Lauder Companies Inc. |
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$ |
241.4 |
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$ |
124.3 |
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See notes to consolidated financial statements.
THE ESTÉE LAUDER COMPANIES INC.
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September 30 |
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June 30 |
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2015 |
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2015 |
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(Unaudited) |
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($ in millions) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
408.5 |
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$ |
1,021.4 |
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Short-term investments |
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670.8 |
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503.7 |
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Accounts receivable, net |
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1,539.2 |
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1,174.5 |
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Inventory and promotional merchandise, net |
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1,176.7 |
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1,215.8 |
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Prepaid expenses and other current assets |
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588.1 |
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553.1 |
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Total current assets |
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4,383.3 |
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4,468.5 |
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Property, Plant and Equipment, net |
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1,468.5 |
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1,490.2 |
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Other Assets |
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Long-term investments |
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710.1 |
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420.3 |
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Goodwill |
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1,144.8 |
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1,144.8 |
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Other intangible assets, net |
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321.9 |
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326.6 |
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Other assets |
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396.8 |
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388.8 |
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Total other assets |
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2,573.6 |
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2,280.5 |
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Total assets |
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$ |
8,425.4 |
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$ |
8,239.2 |
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LIABILITIES AND EQUITY |
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Current Liabilities |
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Current debt |
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$ |
453.7 |
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$ |
29.8 |
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Accounts payable |
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514.6 |
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635.4 |
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Other accrued liabilities |
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1,486.0 |
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1,470.4 |
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Total current liabilities |
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2,454.3 |
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2,135.6 |
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Noncurrent Liabilities |
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Long-term debt |
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1,612.5 |
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1,607.5 |
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Other noncurrent liabilities |
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856.6 |
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841.8 |
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Total noncurrent liabilities |
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2,469.1 |
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2,449.3 |
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Contingencies (Note 7) |
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Equity |
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Common stock, $.01 par value; Class A shares authorized: 1,300,000,000 at September 30, 2015 and June 30, 2015; shares issued: 419,406,314 at September 30, 2015 and 418,530,857 at June 30, 2015; Class B shares authorized: 304,000,000 at September 30, 2015 and June 30, 2015; shares issued and outstanding: 146,658,737 at September 30, 2015 and 147,046,137 at June 30, 2015 |
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5.7 |
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5.7 |
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Paid-in capital |
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2,953.8 |
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2,871.6 |
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Retained earnings |
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7,223.7 |
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7,004.1 |
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Accumulated other comprehensive loss |
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(449.4 |
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(381.5 |
) | ||
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9,733.8 |
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9,499.9 |
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Less: Treasury stock, at cost; 195,375,176 Class A shares at September 30, 2015 and 190,694,630 Class A shares at June 30, 2015 |
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(6,243.4 |
) |
(5,856.7 |
) | ||
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Total stockholders’ equity — The Estée Lauder Companies Inc. |
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3,490.4 |
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3,643.2 |
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Noncontrolling interests |
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11.6 |
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11.1 |
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Total equity |
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3,502.0 |
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3,654.3 |
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Total liabilities and equity |
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$ |
8,425.4 |
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$ |
8,239.2 |
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See notes to consolidated financial statements.
THE ESTÉE LAUDER COMPANIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended |
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2015 |
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2014 |
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(In millions) |
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Cash Flows from Operating Activities |
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Net earnings |
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$ |
310.8 |
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$ |
229.2 |
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Adjustments to reconcile net earnings to net cash flows from operating activities: |
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|
|
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Depreciation and amortization |
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98.1 |
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100.6 |
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Deferred income taxes |
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(20.8 |
) |
(18.3 |
) | ||
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Non-cash stock-based compensation |
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68.7 |
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62.1 |
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Excess tax benefits from stock-based compensation arrangements |
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(3.8 |
) |
(7.4 |
) | ||
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Loss on disposal of property, plant and equipment |
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2.4 |
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5.0 |
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Pension and post-retirement benefit expense |
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17.6 |
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17.1 |
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Pension and post-retirement benefit contributions |
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(6.4 |
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(5.0 |
) | ||
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Change in fair value of contingent consideration |
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4.7 |
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— |
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Other non-cash items |
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(0.1 |
) |
(2.6 |
) | ||
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Changes in operating assets and liabilities: |
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|
|
|
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Increase in accounts receivable, net |
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(389.0 |
) |
(167.9 |
) | ||
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Decrease (increase) in inventory and promotional merchandise, net |
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17.0 |
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(9.7 |
) | ||
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Increase in other assets, net |
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(21.9 |
) |
(37.1 |
) | ||
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Increase (decrease) in accounts payable |
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(100.8 |
) |
12.0 |
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Increase (decrease) in other accrued and noncurrent liabilities |
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31.7 |
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(50.3 |
) | ||
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Net cash flows provided by operating activities |
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8.2 |
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127.7 |
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Cash Flows from Investing Activities |
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|
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Capital expenditures |
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(89.9 |
) |
(78.7 |
) | ||
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Payments for acquired businesses, net of cash acquired |
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(19.3 |
) |
(10.0 |
) | ||
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Proceeds from disposition of investments |
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232.8 |
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8.4 |
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Purchases of investments |
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(688.1 |
) |
— |
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Net cash flows used for investing activities |
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(564.5 |
) |
(80.3 |
) | ||
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|
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Cash Flows from Financing Activities |
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|
|
|
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Proceeds (repayments) of current debt, net |
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426.2 |
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(2.9 |
) | ||
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Debt issuance costs |
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— |
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(1.0 |
) | ||
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Repayments and redemptions of long-term debt |
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(2.4 |
) |
(3.6 |
) | ||
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Net proceeds from stock-based compensation transactions |
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6.2 |
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12.6 |
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Excess tax benefits from stock-based compensation arrangements |
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3.8 |
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7.4 |
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Payments to acquire treasury stock |
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(387.0 |
) |
(207.0 |
) | ||
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Dividends paid to stockholders |
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(89.7 |
) |
(77.5 |
) | ||
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Payments to noncontrolling interest holders for dividends |
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(1.1 |
) |
(0.6 |
) | ||
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Net cash flows used for financing activities |
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(44.0 |
) |
(272.6 |
) | ||
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|
|
|
|
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Effect of Exchange Rate Changes on Cash and Cash Equivalents |
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(12.6 |
) |
(8.5 |
) | ||
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Net Decrease in Cash and Cash Equivalents |
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(612.9 |
) |
(233.7 |
) | ||
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Cash and Cash Equivalents at Beginning of Period |
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1,021.4 |
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1,629.1 |
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Cash and Cash Equivalents at End of Period |
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$ |
408.5 |
|
$ |
1,395.4 |
|
See notes to consolidated financial statements.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements include the accounts of The Estée Lauder Companies Inc. and its subsidiaries (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated.
Certain amounts in the consolidated financial statements of prior years have been reclassified to conform to current year presentation.
The unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015.
Management Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reported in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, pension and other post-retirement benefit costs, goodwill, other intangible assets and long-lived assets, and income taxes. Descriptions of these policies are discussed in the notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.
Currency Translation and Transactions
All assets and liabilities of foreign subsidiaries and affiliates are translated at period-end rates of exchange, while revenue and expenses are translated at weighted-average rates of exchange for the period. Unrealized translation gains (losses) reported as cumulative translation adjustments through other comprehensive income (loss) (“OCI”) attributable to The Estée Lauder Companies Inc. amounted to $(83.6) million and $(136.7) million, net of tax, during the three months ended September 30, 2015 and 2014, respectively. For the Company’s Venezuelan subsidiary operating in a highly inflationary economy, the U.S. dollar is the functional currency. Remeasurement adjustments in financial statements in a highly inflationary economy and other transactional gains and losses are reflected in earnings.
The Company enters into foreign currency forward contracts and may enter into option contracts to hedge foreign currency transactions for periods consistent with its identified exposures. Accordingly, the Company categorizes these instruments as entered into for purposes other than trading.
The accompanying consolidated statements of earnings include net exchange gains (losses) on foreign currency transactions of $(4.9) million and $(9.9) million during the three months ended September 30, 2015 and 2014, respectively.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Receivable
Accounts receivable is stated net of the allowance for doubtful accounts and customer deductions totaling $22.2 million and $20.6 million as of September 30, 2015 and June 30, 2015, respectively.
Concentration of Credit Risk
The Company is a worldwide manufacturer, marketer and distributor of skin care, makeup, fragrance and hair care products. The Company’s sales subject to credit risk are made primarily to department stores, perfumeries, specialty multi-brand retailers and retailers in its travel retail business. The Company grants credit to all qualified customers and does not believe it is exposed significantly to any undue concentration of credit risk.
The Company’s largest customer sells products primarily within the United States and accounted for $338.7 million, or 12%, and $292.8 million, or 11%, of the Company’s consolidated net sales for the three months ended September 30, 2015 and 2014, respectively. This customer accounted for $260.6 million, or 17%, and $139.1 million, or 12%, of the Company’s accounts receivable at September 30, 2015 and June 30, 2015, respectively.
Inventory and Promotional Merchandise
Inventory and promotional merchandise, net consists of:
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September 30 |
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June 30 |
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|
(In millions) |
|
2015 |
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2015 |
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|
|
|
|
|
|
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Raw materials |
|
$ |
265.7 |
|
$ |
306.9 |
|
|
Work in process |
|
132.8 |
|
168.7 |
| ||
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Finished goods |
|
609.4 |
|
581.3 |
| ||
|
Promotional merchandise |
|
168.8 |
|
158.9 |
| ||
|
|
|
$ |
1,176.7 |
|
$ |
1,215.8 |
|
Property, Plant and Equipment
|
|
|
September 30 |
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June 30 |
| ||
|
(In millions) |
|
2015 |
|
2015 |
| ||
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Assets (Useful Life) |
|
|
|
|
| ||
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Land |
|
$ |
15.2 |
|
$ |
15.4 |
|
|
Buildings and improvements (10 to 40 years) |
|
182.3 |
|
184.9 |
| ||
|
Machinery and equipment (3 to 10 years) |
|
673.4 |
|
671.3 |
| ||
|
Computer hardware and software (4 to 15 years) |
|
1,024.9 |
|
1,012.4 |
| ||
|
Furniture and fixtures (5 to 10 years) |
|
70.3 |
|
73.7 |
| ||
|
Leasehold improvements |
|
1,641.0 |
|
1,621.9 |
| ||
|
|
|
3,607.1 |
|
3,579.6 |
| ||
|
Less accumulated depreciation and amortization |
|
2,138.6 |
|
2,089.4 |
| ||
|
|
|
$ |
1,468.5 |
|
$ |
1,490.2 |
|
The cost of assets related to projects in progress of $182.0 million and $192.0 million as of September 30, 2015 and June 30, 2015, respectively, is included in their respective asset categories above. Depreciation and amortization of property, plant and equipment was $95.2 million and $98.9 million during the three months ended September 30, 2015 and 2014, respectively. Depreciation and amortization related to the Company’s manufacturing process is included in Cost of Sales, and all other depreciation and amortization is included in Selling, general and administrative expenses in the accompanying consolidated statements of earnings.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Accrued Liabilities
Other accrued liabilities consist of the following:
|
|
|
September 30 |
|
June 30 |
| ||
|
(In millions) |
|
2015 |
|
2015 |
| ||
|
|
|
|
|
|
| ||
|
Advertising, merchandising and sampling |
|
$ |
317.9 |
|
$ |
293.8 |
|
|
Employee compensation |
|
324.1 |
|
463.3 |
| ||
|
Payroll and other taxes |
|
165.6 |
|
142.0 |
| ||
|
Accrued income taxes |
|
174.3 |
|
96.9 |
| ||
|
Other |
|
504.1 |
|
474.4 |
| ||
|
|
|
$ |
1,486.0 |
|
$ |
1,470.4 |
|
Income Taxes
The effective rate for income taxes was 29.2% and 31.5% for the three months ended September 30, 2015 and 2014, respectively. The decrease in the effective tax rate was principally due to a lower effective tax rate related to the Company’s foreign operations.
As of September 30, 2015 and June 30, 2015, the gross amount of unrecognized tax benefits, exclusive of interest and penalties, totaled $78.1 million and $77.8 million, respectively. The total amount of unrecognized tax benefits at September 30, 2015 that, if recognized, would affect the effective tax rate was $50.9 million. The total gross interest and penalties accrued related to unrecognized tax benefits during the three months ended September 30, 2015 in the accompanying consolidated statements of earnings was $1.0 million. The total gross accrued interest and penalties in the accompanying consolidated balance sheets at September 30, 2015 and June 30, 2015 was $16.9 million and $16.5 million, respectively. On the basis of the information available as of September 30, 2015, the Company does not expect any significant changes to the total amount of unrecognized tax benefits within the next 12 months.
As of September 30, 2015 and June 30, 2015, the Company had current net deferred tax assets of $274.7 million and $279.0 million, respectively, substantially all of which are included in Prepaid expenses and other current assets in the accompanying consolidated balance sheets. In addition, the Company had noncurrent net deferred tax assets of $82.8 million and $72.1 million as of September 30, 2015 and June 30, 2015, respectively, substantially all of which are included in Other assets in the accompanying consolidated balance sheets.
Debt
As of September 30, 2015, the Company had $422.0 million of commercial paper outstanding, maturing through October 2015, which the Company is refinancing on a periodic basis as it matures at then-prevailing market interest rates.
Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that defines how companies should report revenues from contracts with customers. The standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It provides companies with a single comprehensive five-step principles-based model to use in accounting for revenue and supersedes current revenue recognition requirements, including most industry-specific and transaction-specific revenue guidance. In August 2015, the FASB deferred the effective date of the new revenue standard by one year. As a result, the new standard is not effective for the Company until fiscal 2019. In addition, the FASB is allowing companies to early adopt this guidance for the Company’s fiscal 2018. The guidance permits an entity to apply the standard retrospectively to all prior periods presented, with certain practical expedients, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company will apply this new guidance when it becomes effective and has not yet selected a transition method. The Company is currently evaluating the impact of adoption on its consolidated financial statements.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.
NOTE 2 — INVESTMENTS
Gains and losses recorded in accumulated OCI (“AOCI”) related to the Company’s available-for-sale investments as of September 30, 2015 were as follows:
|
(In millions) |
|
Cost |
|
Gross |
|
Gross |
|
Fair Value |
| ||||
|
U.S. government and agency securities |
|
$ |
460.3 |
|
$ |
0.6 |
|
$ |
— |
|
$ |
460.9 |
|
|
Foreign government and agency securities |
|
35.1 |
|
0.1 |
|
— |
|
35.2 |
| ||||
|
Corporate notes and bonds |
|
279.3 |
|
0.2 |
|
(0.6 |
) |
278.9 |
| ||||
|
Time deposits |
|
566.9 |
|
— |
|
— |
|
566.9 |
| ||||
|
Other securities |
|
25.0 |
|
0.1 |
|
— |
|
25.1 |
| ||||
|
Total |
|
$ |
1,366.6 |
|
$ |
1.0 |
|
$ |
(0.6 |
) |
$ |
1,367.0 |
|
Gains and losses recorded in AOCI related to the Company’s available-for-sale investments as of June 30, 2015 were as follows:
|
(In millions) |
|
Cost |
|
Gross |
|
Gross |
|
Fair Value |
| ||||
|
U.S. government and agency securities |
|
$ |
265.8 |
|
$ |
0.1 |
|
$ |
(0.1 |
) |
$ |
265.8 |
|
|
Foreign government and agency securities |
|
23.9 |
|
— |
|
— |
|
23.9 |
| ||||
|
Corporate notes and bonds |
|
182.7 |
|
0.1 |
|
(0.4 |
) |
182.4 |
| ||||
|
Time deposits |
|
410.8 |
|
— |
|
— |
|
410.8 |
| ||||
|
Other securities |
|
34.8 |
|
0.1 |
|
— |
|
34.9 |
| ||||
|
Total |
|
$ |
918.0 |
|
$ |
0.3 |
|
$ |
(0.5 |
) |
$ |
917.8 |
|
The following table presents the Company’s available-for-sale securities by contractual maturity as of September 30, 2015:
|
(In millions) |
|
Cost |
|
Fair Value |
| ||
|
Due within one year |
|
$ |
670.8 |
|
$ |
670.8 |
|
|
Due after one through five years |
|
695.8 |
|
696.2 |
| ||
|
|
|
$ |
1,366.6 |
|
$ |
1,367.0 |
|
The following table presents the fair market value of the Company’s investments with gross unrealized losses that are not deemed to be other-than temporarily impaired as of September 30, 2015:
|
|
|
In a Loss Position for Less Than 12 |
|
In a Loss Position for More Than 12 |
| ||||||||
|
(In millions) |
|
Fair Value |
|
Gross |
|
Fair Value |
|
Gross |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Available-for-sale securities |
|
$ |
296.7 |
|
$ |
(0.6 |
) |
$ |
— |
|
$ |
— |
|
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Gross gains and losses realized on sales of investments included in the consolidated statements of earnings were as follows:
|
|
|
Three Months Ended |
| ||||
|
(In millions) |
|
2015 |
|
2014 |
| ||
|
|
|
|
|
|
| ||
|
Gross realized gains |
|
$ |
0.2 |
|
$ |
— |
|
|
Gross realized losses |
|
(0.1 |
) |
— |
| ||
|
Investment income, net |
|
$ |
0.1 |
|
$ |
— |
|
The Company utilizes the first-in, first-out method to determine the cost of the security sold.
NOTE 3 — GOODWILL AND OTHER INTANGIBLE ASSETS
The following table presents goodwill by product category and the related change in the carrying amount:
|
(In millions) |
|
Skin Care |
|
Makeup |
|
Fragrance |
|
Hair Care |
|
Total |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Balance as of June 30, 2015 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Goodwill |
|
$ |
183.9 |
|
$ |
449.7 |
|
$ |
181.3 |
|
$ |
394.7 |
|
$ |
1,209.6 |
|
|
Accumulated impairments |
|
(29.1 |
) |
— |
|
— |
|
(35.7 |
) |
(64.8 |
) | |||||
|
|
|
154.8 |
|
449.7 |
|
181.3 |
|
359.0 |
|
1,144.8 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Goodwill acquired during the period |
|
— |
|
2.5 |
|
— |
|
— |
|
2.5 |
| |||||
|
Translation adjustments |
|
0.1 |
|
— |
|
(1.4 |
) |
(1.2 |
) |
(2.5 |
) | |||||
|
|
|
0.1 |
|
2.5 |
|
(1.4 |
) |
(1.2 |
) |
— |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Balance as of September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Goodwill |
|
184.2 |
|
452.2 |
|
179.9 |
|
391.5 |
|
1,207.8 |
| |||||
|
Accumulated impairments |
|
(29.3 |
) |
— |
|
— |
|
(33.7 |
) |
(63.0 |
) | |||||
|
|
|
$ |
154.9 |
|
$ |
452.2 |
|
$ |
179.9 |
|
$ |
357.8 |
|
$ |
1,144.8 |
|
Other intangible assets consist of the following:
|
|
|
September 30, 2015 |
|
June 30, 2015 |
| ||||||||||||||
|
(In millions) |
|
Gross |
|
Accumulated |
|
Total Net |
|
Gross |
|
Accumulated |
|
Total Net |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Customer lists and other |
|
$ |
294.1 |
|
$ |
232.3 |
|
$ |
61.8 |
|
$ |
294.4 |
|
$ |
228.7 |
|
$ |
65.7 |
|
|
License agreements |
|
43.0 |
|
43.0 |
|
— |
|
43.0 |
|
43.0 |
|
— |
| ||||||
|
|
|
$ |
337.1 |
|
$ |
275.3 |
|
61.8 |
|
$ |
337.4 |
|
$ |
271.7 |
|
65.7 |
| ||
|
Non-amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Trademarks and other |
|
|
|
|
|
260.1 |
|
|
|
|
|
260.9 |
| ||||||
|
Total intangible assets |
|
|
|
|
|
$ |
321.9 |
|
|
|
|
|
$ |
326.6 |
| ||||
The aggregate amortization expense related to amortizable intangible assets was $3.7 million and $3.0 million for the three months ended September 30, 2015 and 2014, respectively. The estimated aggregate amortization expense for the remainder of fiscal 2016 and for each of fiscal 2017 to 2020 is $11.7 million, $13.3 million, $11.8 million, $11.0 million and $4.0 million, respectively.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 — DERIVATIVE FINANCIAL INSTRUMENTS
The Company addresses certain financial exposures through a controlled program of risk management that includes the use of derivative financial instruments. The Company enters into foreign currency forward contracts and may enter into option contracts to reduce the effects of fluctuating foreign currency exchange rates. In addition, the Company enters into interest rate derivatives to manage the effects of interest rate movements on the Company’s aggregate liability portfolio, including potential future debt issuances. The Company also enters into foreign currency forward contracts and may use option contracts, not designated as hedging instruments, to mitigate the change in fair value of specific assets and liabilities on the balance sheet. The Company does not utilize derivative financial instruments for trading or speculative purposes. Costs associated with entering into derivative financial instruments have not been material to the Company’s consolidated financial results.
For each derivative contract entered into where the Company looks to obtain hedge accounting treatment, the Company formally and contemporaneously documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking the hedge transaction, the nature of the risk being hedged, how the hedging instruments’ effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness. This process includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the inception of the hedges and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. If it is determined that a derivative is not highly effective, or that it has ceased to be a highly effective hedge, the Company will be required to discontinue hedge accounting with respect to that derivative prospectively.
The fair values of the Company’s derivative financial instruments included in the consolidated balance sheets are presented as follows:
|
|
|
Asset Derivatives |
|
Liability Derivatives |
| ||||||||||||
|
|
|
Balance Sheet |
|
Fair Value (1) |
|
Balance Sheet |
|
Fair Value (1) |
| ||||||||
|
(In millions) |
|
|
|
September 30 |
|
June 30 |
|
|
|
September 30 |
|
June 30 |
| ||||
|
Derivatives Designated as Hedging Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts |
|
Prepaid expenses and other current assets |
|
$ |
50.2 |
|
$ |
41.1 |
|
Other accrued liabilities |
|
$ |
1.9 |
|
$ |
4.2 |
|
|
Interest rate swap contracts |
|
Prepaid expenses and other current assets |
|
8.1 |
|
— |
|
Other accrued liabilities |
|
— |
|
0.2 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Total Derivatives Designated as Hedging Instruments |
|
|
|
58.3 |
|
41.1 |
|
|
|
1.9 |
|
4.4 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Derivatives Not Designated as Hedging Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts |
|
Prepaid expenses and other current assets |
|
6.6 |
|
2.0 |
|
Other accrued liabilities |
|
1.7 |
|
4.1 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Total Derivatives |
|
|
|
$ |
64.9 |
|
$ |
43.1 |
|
|
|
$ |
3.6 |
|
$ |
8.5 |
|
(1) See Note 5 — Fair Value Measurements for further information about how the fair value of derivative assets and liabilities are determined.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The amounts of the gains and losses related to the Company’s derivative financial instruments designated as hedging instruments are presented as follows:
|
|
|
Amount of Gain or (Loss) |
|
Location of Gain or |
|
Amount of Gain or (Loss) |
| ||||||||
|
|
|
Three Months Ended |
|
|
|
Three Months Ended |
| ||||||||
|
(In millions) |
|
2015 |
|
2014 |
|
|
|
2015 |
|
2014 |
| ||||
|
Derivatives in Cash Flow Hedging Relationships: |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts |
|
$ |
25.2 |
|
$ |
33.7 |
|
Cost of sales |
|
$ |
3.7 |
|
$ |
(0.4 |
) |
|
|
|
|
|
|
|
Selling, general and administrative |
|
10.1 |
|
0.2 |
| ||||
|
Settled interest rate-related derivatives |
|
— |
|
— |
|
Interest expense |
|
0.2 |
|
0.1 |
| ||||
|
Total derivatives |
|
$ |
25.2 |
|
$ |
33.7 |
|
|
|
$ |
14.0 |
|
$ |
(0.1 |
) |
(1) The amount of gain (loss) recognized in earnings related to the amount excluded from effectiveness testing was $0.1 million and $(1.4) million for the three months ended September 2015 and 2014, respectively. There was a $0.1 million gain recognized in earnings related to the ineffective portion of the hedging relationships for the three months ended September 30, 2015. There was no gain (loss) recognized in earnings related to the ineffective portion of the hedging relationships for the three months ended September 30, 2014.
|
|
|
Location of Gain or (Loss) |
|
Amount of Gain or (Loss) |
| ||||
|
|
|
|
|
Three Months Ended |
| ||||
|
(In millions) |
|
|
|
2015 |
|
2014 |
| ||
|
Derivatives in Fair Value Hedging Relationships: |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
| ||
|
Interest rate swap contracts |
|
Interest expense |
|
$ |
8.3 |
|
$ |
— |
|
(1) Changes in the fair value of the interest rate swap agreements are exactly offset by the change in the fair value of the underlying long-term debt.
The amounts of the gains and losses related to the Company’s derivative financial instruments not designated as hedging instruments are presented as follows:
|
|
|
Location of Gain or (Loss) |
|
Amount of Gain or (Loss) |
| ||||
|
|
|
|
|
Three Months Ended |
| ||||
|
(In millions) |
|
|
|
2015 |
|
2014 |
| ||
|
Derivatives Not Designated as Hedging Instruments: |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
| ||
|
Foreign currency forward contracts |
|
Selling, general and administrative |
|
$ |
7.0 |
|
$ |
(2.7 |
) |
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash-Flow Hedges
The Company enters into foreign currency forward contracts to hedge anticipated transactions, as well as receivables and payables denominated in foreign currencies, for periods consistent with the Company’s identified exposures. The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on costs and on the cash flows that the Company receives from foreign subsidiaries. The majority of foreign currency forward contracts are denominated in currencies of major industrial countries. The Company may also enter into foreign currency option contracts to hedge anticipated transactions where there is a high probability that anticipated exposures will materialize. The foreign currency forward contracts entered into to hedge anticipated transactions have been designated as cash-flow hedges and have varying maturities through the end of September 2017.
The Company enters into interest rate forward contracts to hedge anticipated issuance of debt for periods consistent with the Company’s identified exposures. The purpose of the hedging activities is to minimize the effect of interest rate movements on cost of debt issuance.
The ineffective portion of both foreign currency forward and interest rate derivatives is recorded in current-period earnings. For hedge contracts that are no longer deemed highly effective, hedge accounting is discontinued, and gains and losses in AOCI are reclassified to earnings when the underlying forecasted transaction occurs. If it is probable that the forecasted transaction will no longer occur, then any gains or losses in AOCI are reclassified to current-period earnings. As of September 30, 2015, the Company’s foreign currency cash-flow hedges were highly effective.
At September 30, 2015, the Company had foreign currency forward contracts in the amount of $2,171.3 million. The foreign currencies included in foreign currency forward contracts (notional value stated in U.S. dollars) are principally the Euro ($415.8 million), British pound ($411.0 million), Chinese yuan ($210.0 million), Hong Kong dollar ($190.1 million), Canadian dollar ($138.4 million), Swiss franc ($133.7 million) and Japanese yen ($107.9 million).
The estimated net gain on foreign currency forward contracts and settled interest rate-related derivatives as of September 30, 2015 that is expected to be reclassified from AOCI into earnings, net of tax, within the next twelve months is $30.8 million. The accumulated gain on these derivative instruments in AOCI was $79.6 million and $68.4 million as of September 30, 2015 and June 30, 2015, respectively.
Fair-Value Hedges
The Company enters into interest rate derivative contracts to manage the exposure to interest rate fluctuations on its funded indebtedness. The Company has interest rate swap agreements, with a notional amount totaling $250.0 million, to effectively convert the fixed rate interest on its 2.35% Senior Notes due August 15, 2022 to variable interest rates based on three-month LIBOR plus a margin. These interest rate swap agreements are designated as fair-value hedges of the related long-term debt, and the changes in the fair value of the interest rate swap agreements are exactly offset by the change in the fair value of the underlying long-term debt.
Credit Risk
As a matter of policy, the Company enters into derivative contracts only with counterparties that have a long-term credit rating of at least A- or higher by at least two nationally recognized rating agencies. The counterparties to these contracts are major financial institutions. Exposure to credit risk in the event of nonperformance by any of the counterparties is limited to the gross fair value of contracts in asset positions, which totaled $64.9 million at September 30, 2015. To manage this risk, the Company has established strict counterparty credit guidelines that are continually monitored. Accordingly, management believes risk of loss under these hedging contracts is remote.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 — FAIR VALUE MEASUREMENTS
The Company records certain of its financial assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants at the measurement date. The accounting for fair value measurements must be applied to nonfinancial assets and nonfinancial liabilities that require initial measurement or remeasurement at fair value, which principally consist of assets and liabilities acquired through business combinations and goodwill, indefinite-lived intangible assets and long-lived assets for the purposes of calculating potential impairment. The Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:
Level 1: Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date.
Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.
The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2015:
|
(In millions) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
|
Assets: |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts |
|
$ |
— |
|
$ |
56.9 |
|
$ |
— |
|
$ |
56.9 |
|
|
Interest rate swap contracts |
|
— |
|
8.0 |
|
— |
|
8.0 |
| ||||
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
| ||||
|
U.S. government and agency securities |
|
— |
|
460.9 |
|
— |
|
460.9 |
| ||||
|
Foreign government and agency securities |
|
— |
|
35.2 |
|
— |
|
35.2 |
| ||||
|
Corporate notes and bonds |
|
— |
|
278.9 |
|
— |
|
278.9 |
| ||||
|
Time deposits |
|
— |
|
566.9 |
|
— |
|
566.9 |
| ||||
|
Other securities |
|
— |
|
25.1 |
|
— |
|
25.1 |
| ||||
|
Total |
|
$ |
— |
|
$ |
1,431.9 |
|
$ |
— |
|
$ |
1,431.9 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts |
|
$ |
— |
|
$ |
3.6 |
|
$ |
— |
|
$ |
3.6 |
|
|
Contingent consideration |
|
— |
|
— |
|
164.0 |
|
164.0 |
| ||||
|
Total |
|
$ |
— |
|
$ |
3.6 |
|
$ |
164.0 |
|
$ |
167.6 |
|
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2015:
|
(In millions) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ||||
|
Assets: |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts |
|
$ |
— |
|
$ |
43.1 |
|
$ |
— |
|
$ |
43.1 |
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
| ||||
|
U.S. government and agency securities |
|
— |
|
265.8 |
|
— |
|
265.8 |
| ||||
|
Foreign government and agency securities |
|
— |
|
23.9 |
|
— |
|
23.9 |
| ||||
|
Corporate notes and bonds |
|
— |
|
182.4 |
|
— |
|
182.4 |
| ||||
|
Time deposits |
|
— |
|
410.8 |
|
— |
|
410.8 |
| ||||
|
Other securities |
|
— |
|
34.9 |
|
— |
|
34.9 |
| ||||
|
Total |
|
$ |
— |
|
$ |
960.9 |
|
$ |
— |
|
$ |
960.9 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts |
|
$ |
— |
|
$ |
8.3 |
|
$ |
— |
|
$ |
8.3 |
|
|
Interest rate swap contracts |
|
— |
|
0.2 |
|
— |
|
0.2 |
| ||||
|
Contingent consideration |
|
— |
|
— |
|
159.3 |
|
159.3 |
| ||||
|
Total |
|
$ |
— |
|
$ |
8.5 |
|
$ |
159.3 |
|
$ |
167.8 |
|
The estimated fair values of the Company’s financial instruments are as follows:
|
|
|
September 30 |
|
June 30 |
| ||||||||
|
(In millions) |
|
Carrying |
|
Fair |
|
Carrying |
|
Fair |
| ||||
|
Nonderivatives |
|
|
|
|
|
|
|
|
| ||||
|
Cash and cash equivalents |
|
$ |
408.5 |
|
$ |
408.5 |
|
$ |
1,021.4 |
|
$ |
1,021.4 |
|
|
Available-for-sale securities |
|
1,367.0 |
|
1,367.0 |
|
917.8 |
|
917.8 |
| ||||
|
Current and long-term debt |
|
2,066.2 |
|
2,166.7 |
|
1,637.3 |
|
1,697.5 |
| ||||
|
Additional purchase price payable |
|
37.1 |
|
37.1 |
|
37.0 |
|
37.0 |
| ||||
|
Contingent consideration |
|
164.0 |
|
164.0 |
|
159.3 |
|
159.3 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Derivatives |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency forward contracts — asset (liability) |
|
53.2 |
|
53.2 |
|
34.8 |
|
34.8 |
| ||||
|
Interest rate swap contracts — asset (liability) |
|
8.1 |
|
8.1 |
|
(0.2 |
) |
(0.2 |
) | ||||
The following methods and assumptions were used to estimate the fair value of the Company’s financial instruments for which it is practicable to estimate that value:
Cash and cash equivalents — Cash and all highly-liquid securities with original maturities of three months or less are classified as cash and cash equivalents, primarily consisting of cash deposits in interest bearing accounts, money market funds and time deposits. The carrying amount approximates fair value, primarily because of the short maturity of cash equivalent instruments.
Available-for-sale securities — Available-for-sale securities are classified within Level 2 of the valuation hierarchy and are valued using third-party pricing services, and for time deposits, the carrying amount approximates fair value. To determine fair value, the pricing services use market prices or prices derived from other observable market inputs such as benchmark curves, credit spreads, broker/dealer quotes, and other industry and economic factors.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign currency forward contracts — The fair values of the Company’s foreign currency forward contracts were determined using an industry-standard valuation model, which is based on an income approach. The significant observable inputs to the model, such as swap yield curves and currency spot and forward rates, were obtained from an independent pricing service. To determine the fair value of contracts under the model, the difference between the contract price and the current forward rate was discounted using LIBOR for contracts with maturities up to 12 months, and swap yield curves for contracts with maturities greater than 12 months.
Interest rate swap contracts — The fair values of the Company’s interest rate swap contracts were determined using an industry-standard valuation model, which is based on the income approach. The significant observable inputs to the model, such as swap yield curves and LIBOR forward rates, were obtained from independent pricing services.
Current and long-term debt — The fair value of the Company’s debt was estimated based on the current rates offered to the Company for debt with the same remaining maturities. To a lesser extent, debt also includes capital lease obligations for which the carrying amount approximates the fair value. The Company’s debt is classified within Level 2 of the valuation hierarchy.
Additional purchase price payable — The Company’s additional purchase price payable represents fixed minimum additional purchase price that was discounted using the Company’s incremental borrowing rate, which was approximately 1%. The additional purchase price payable is classified within Level 2 of the valuation hierarchy.
Contingent Consideration — The fair value of the Company’s contingent consideration obligations is measured using Level 3 inputs which include a probability weighted-average cost of capital to discount estimated future cash flows based upon the likelihood of achieving certain future operating results. The fair value of the contingent consideration related to the acquisition earn-outs was determined by discounting the future cash flows using discount rates ranging from 9% to 14%. These rates reflect the relative risk and probability of achieving future operating results with the potential earn-outs on the individual acquisitions. These implied rates are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level 3 of the valuation hierarchy. An increase or decrease in the risk premium of 100 basis points would result in a value that is approximately $5 million higher or $6 million lower than the current liability recorded.
Changes in the fair value of the contingent consideration obligations for the three months ended September 30, 2015 were as follows:
|
(In millions) |
|
Fair Value |
| |
|
|
|
|
| |
|
Contingent consideration at June 30, 2015 |
|
$ |
159.3 |
|
|
Change in fair value |
|
4.7 |
| |
|
Contingent consideration at September 30, 2015 |
|
$ |
164.0 |
|
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 — PENSION AND POST-RETIREMENT BENEFIT PLANS
The Company maintains pension plans covering substantially all of its full-time employees for its U.S. operations and a majority of its international operations. The Company also maintains post-retirement benefit plans which provide certain medical and dental benefits to eligible employees. Descriptions of these plans are discussed in the notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015.
The components of net periodic benefit cost for the three months ended September 30, 2015 and 2014 consisted of the following:
|
|
|
|
|
|
|
Other than |
| ||||||||||||
|
|
|
Pension Plans |
|
Pension Plans |
| ||||||||||||||
|
|
|
U.S. |
|
International |
|
Post-retirement |
| ||||||||||||
|
(In millions) |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
|
2015 |
|
2014 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Service cost |
|
$ |
8.1 |
|
$ |
7.9 |
|
$ |
6.3 |
|
$ |
6.4 |
|
$ |
0.7 |
|
$ |
0.9 |
|
|
Interest cost |
|
8.2 |
|
7.6 |
|
3.8 |
|
4.6 |
|
1.9 |
|
1.9 |
| ||||||
|
Expected return on plan assets |
|
(12.2 |
) |
(12.5 |
) |
(5.0 |
) |
(5.7 |
) |
(0.6 |
) |
(0.6 |
) | ||||||
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Prior service cost |
|
0.1 |
|
0.1 |
|
0.5 |
|
0.6 |
|
0.2 |
|
0.2 |
| ||||||
|
Actuarial loss |
|
2.8 |
|
2.5 |
|
2.7 |
|
2.8 |
|
0.1 |
|
0.4 |
| ||||||
|
Net periodic benefit cost |
|
$ |
7.0 |
|
$ |
5.6 |
|
$ |
8.3 |
|
$ |
8.7 |
|
$ |
2.3 |
|
$ |
2.8 |
|
During the three months ended September 30, 2015, the Company made contributions to its international pension plans totaling approximately $3 million.
The amounts recognized in the consolidated balance sheets related to the Company’s pension and post-retirement benefit plans consist of the following:
|
|
|
September 30 |
|
June 30 |
| ||
|
(In millions) |
|
2015 |
|
2015 |
| ||
|
Other assets |
|
$ |
110.5 |
|
$ |
113.1 |
|
|
Other accrued liabilities |
|
(23.9 |
) |
(23.8 |
) | ||
|
Other noncurrent liabilities |
|
(373.1 |
) |
(373.0 |
) | ||
|
Funded status |
|
(286.5 |
) |
(283.7 |
) | ||
|
Accumulated other comprehensive loss |
|
335.5 |
|
346.2 |
| ||
|
Net amount recognized |
|
$ |
49.0 |
|
$ |
62.5 |
|
NOTE 7 — CONTINGENCIES
Legal Proceedings
The Company is involved, from time to time, in litigation and other legal proceedings incidental to its business. Management believes that the outcome of current litigation and legal proceedings will not have a material adverse effect upon the Company’s results of operations, financial condition or cash flows. However, management’s assessment of the Company’s current litigation and other legal proceedings could change in light of the discovery of facts with respect to legal actions or other proceedings pending against the Company not presently known to the Company or determinations by judges, juries or other finders of fact which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or proceedings. Reasonably possible losses in addition to the amounts accrued for litigation and other legal proceedings are not material to the Company’s consolidated financial statements.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 — STOCK-BASED COMPENSATION
The Company has various stock-based compensation programs (the “Plans”) under which awards, including stock options, restricted stock units (“RSUs”), performance share units (“PSUs”), PSUs based on total stockholder return, long-term PSUs and share units, may be granted. As of September 30, 2015, approximately 6,502,300 shares of the Company’s Class A Common Stock were reserved and available to be granted pursuant to these Plans.
Total net stock-based compensation expense is attributable to the granting of, and the remaining requisite service periods of, stock options, RSUs, PSUs, PSUs based on total stockholder return, long-term PSUs, and share units. Compensation expense attributable to net stock-based compensation is as follows:
|
|
|
Three Months Ended |
| ||||
|
(In millions) |
|
2015 |
|
2014 |
| ||
|
|
|
|
|
|
| ||
|
Stock-based compensation expense |
|
$ |
68.7 |
|
$ |
62.1 |
|
|
Income tax benefit |
|
22.5 |
|
20.4 |
| ||
As of September 30, 2015, the total unrecognized compensation cost related to unvested stock-based awards was $249.4 million and the related weighted-average period over which it is expected to be recognized is approximately two years.
Stock Options
The following is a summary of the Company’s stock option programs as of September 30, 2015 and changes during the three months then ended:
|
(Shares in thousands) |
|
Shares |
|
Weighted- |
|
Aggregate |
|
Weighted- |
| ||
|
|
|
|
|
|
|
|
|
|
| ||
|
Outstanding at June 30, 2015 |
|
13,437.1 |
|
$ |
47.73 |
|
|
|
|
| |
|
Granted at fair value |
|
2,460.5 |
|
77.35 |
|
|
|
|
| ||
|
Exercised |
|
(179.7 |
) |
34.68 |
|
|
|
|
| ||
|
Expired |
|
(3.8 |
) |
60.28 |
|
|
|
|
| ||
|
Forfeited |
|
(28.7 |
) |
70.81 |
|
|
|
|
| ||
|
Outstanding at September 30, 2015 |
|
15,685.4 |
|
52.48 |
|
$ |
442.3 |
|
6.6 |
| |
|
|
|
|
|
|
|
|
|
|
| ||
|
Vested and expected to vest at September 30, 2015 |
|
15,490.0 |
|
52.19 |
|
$ |
441.3 |
|
6.4 |
| |
|
|
|
|
|
|
|
|
|
|
| ||
|
Exercisable at September 30, 2015 |
|
9,071.8 |
|
37.70 |
|
$ |
389.9 |
|
5.0 |
| |
(1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.
The following is a summary of the per-share weighted-average grant date fair value of stock options granted and total intrinsic value of stock options exercised:
|
|
|
Three Months Ended |
| ||||
|
(In millions, except per share data) |
|
2015 |
|
2014 |
| ||
|
|
|
|
|
|
| ||
|
Per-share weighted-average grant date fair value of stock options granted |
|
$ |
21.45 |
|
$ |
22.43 |
|
|
|
|
|
|
|
| ||
|
Intrinsic value of stock options exercised |
|
$ |
8.0 |
|
$ |
16.8 |
|
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
|
|
|
Three Months Ended |
| ||
|
|
|
2015 |
|
2014 |
|
|
|
|
|
|
|
|
|
Weighted-average expected stock-price volatility |
|
27% |
|
28% |
|
|
Weighted-average expected option life |
|
7 years |
|
7 years |
|
|
Average risk-free interest rate |
|
1.9% |
|
2.2% |
|
|
Average dividend yield |
|
1.2% |
|
1.1% |
|
The Company uses a weighted-average expected stock-price volatility assumption that is a combination of both current and historical implied volatilities of the underlying stock. The implied volatilities were obtained from publicly available data sources. For the weighted-average expected option life assumption, the Company considers the exercise behavior for past grants and models the pattern of aggregate exercises. The average risk-free interest rate is based on the U.S. Treasury strip rate for the expected term of the options, and the average dividend yield is based on historical experience.
Restricted Stock Units
The Company granted approximately 1,555,400 RSUs during the three months ended September 30, 2015 which, at the time of grant, were scheduled to vest as follows: 544,100 in fiscal 2017, 559,200 in fiscal 2018 and 452,100 in fiscal 2019. All RSUs are subject to the continued employment or retirement of the grantees. Beginning in fiscal 2015, the RSUs granted are accompanied by dividend equivalent rights, payable upon settlement either in cash or shares (based on the terms of the particular award) and, as such, were valued at the closing market price of the Company’s Class A Common Stock on the date of grant.
The following is a summary of the status of the Company’s RSUs as of September 30, 2015 and activity during the three months then ended:
|
|
|
|
|
Weighted-Average |
| |
|
|
|
|
|
Grant Date |
| |
|
(Shares in thousands) |
|
Shares |
|
Fair Value Per Share |
| |
|
|
|
|
|
|
| |
|
Nonvested at June 30, 2015 |
|
2,592.1 |
|
$ |
70.31 |
|
|
Granted |
|
1,555.4 |
|
77.35 |
| |
|
Dividend equivalents |
|
3.7 |
|
79.70 |
| |
|
Vested |
|
(5.7 |
) |
62.12 |
| |
|
Forfeited |
|
(26.0 |
) |
72.44 |
| |
|
Nonvested at September 30, 2015 |
|
4,119.5 |
|
72.97 |
| |
Performance Share Units
During the three months ended September 30, 2015, the Company granted approximately 277,400 PSUs, which will be settled in stock subject to the achievement of the Company’s net sales, diluted net earnings per common share and return on invested capital goals for the three fiscal years ending June 30, 2018, all subject to the continued employment or retirement of the grantees. PSUs are accompanied by dividend equivalent rights that will be payable in cash upon settlement. In September 2015, approximately 276,200 shares of the Company’s Class A Common Stock were issued and related accrued dividends were paid, relative to the target goals set at the time of the issuance, in settlement of 249,900 PSUs which vested as of June 30, 2015.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of the status of the Company’s PSUs as of September 30, 2015 and activity during the three months then ended:
|
|
|
|
|
Weighted-Average |
| |
|
|
|
|
|
Grant Date |
| |
|
(Shares in thousands) |
|
Shares |
|
Fair Value Per Share |
| |
|
|
|
|
|
|
| |
|
Nonvested at June 30, 2015 |
|
550.4 |
|
$ |
71.59 |
|
|
Granted |
|
277.4 |
|
77.35 |
| |
|
Vested |
|
— |
|
— |
| |
|
Forfeited |
|
— |
|
— |
| |
|
Nonvested at September 30, 2015 |
|
827.8 |
|
73.52 |
| |
Performance Share Units Based on Total Stockholder Return
During fiscal 2013, the Company granted PSUs to an executive of the Company with an aggregate target payout of 162,760 shares of the Company’s Class A Common Stock, subject to continued employment through the end of the relative performance periods, which end June 30, 2015, 2016 and 2017. Such PSUs will be settled based upon the Company’s relative total stockholder return (“TSR”) over the relevant performance period as compared to companies in the S&P 500 on July 1, 2012. No settlement will occur if the Company’s TSR falls below a minimum threshold, and up to an aggregate of 260,416 shares of the Company’s Class A Common Stock will be issued depending on the extent to which the Company’s TSR equals or exceeds the minimum threshold. The PSUs are accompanied by dividend equivalent rights that will be payable in cash upon settlement.
The grant date fair value of the PSUs of $11.0 million was estimated using a lattice model with a Monte Carlo simulation and the following assumptions for each performance period, respectively: contractual life of 33, 45 and 57 months, average risk-free interest rate of 0.3%, 0.5% and 0.7% and a dividend yield of 1.0%. Using the historical stock prices and dividends from public sources, the Company estimated the covariance structure of the returns on S&P 500 stocks. The volatility for the Company’s stock produced by this estimation was 32%. The average risk-free interest rate is based on the U.S. Treasury strip rates over the contractual term of the grant, and the dividend yield is based on historical experience. In September 2015, 42,549 shares of the Company’s Class A Common Stock were issued and related dividends were paid, in accordance with the terms of the grant, related to the performance period ended June 30, 2015.
Long-term Performance Share Units
During September 2015, the Company granted PSUs to an executive of the Company with an aggregate target payout of 387,848 shares (in three tranches of approximately 129,283 each) of the Company’s Class A Common Stock, generally subject to continued employment through the end of relative performance periods, which end June 30, 2018, 2019 and 2020. No portion of the award will generally vest unless the Company has achieved positive Net Earnings, as defined in the PSU award agreement, for the fiscal year ending June 30, 2016. If the Net Earnings goal is met, then performance and vesting of each tranche will be based on the Company achieving positive Cumulative Operating Income, as defined in the performance share unit award agreement, during the relative performance period. Payment with respect to a tranche will be made on the third anniversary of the last day of the respective performance period. The PSUs are accompanied by dividend equivalent rights that will be payable in cash at the same time as the payment of shares of Class A Common Stock. The grant date fair value of these PSUs of $30.0 million was estimated using the closing stock price of the Company’s Class A Common Stock as of September 4, 2015, the date of grant.
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Share Units
The Company grants share units to certain non-employee directors under the Non-Employee Director Share Incentive Plan. The following is a summary of the status of the Company’s share units as of September 30, 2015 and activity during the three months then ended:
|
|
|
|
|
Weighted-Average |
| |
|
|
|
|
|
Grant Date |
| |
|
(Shares in thousands) |
|
Shares |
|
Fair Value Per Share |
| |
|
|
|
|
|
|
| |
|
Outstanding at June 30, 2015 |
|
110.3 |
|
$ |
41.24 |
|
|
Granted |
|
— |
|
— |
| |
|
Dividend equivalents |
|
0.3 |
|
77.40 |
| |
|
Converted |
|
— |
|
— |
| |
|
Outstanding at September 30, 2015 |
|
110.6 |
|
41.35 |
| |
Cash Units
Certain non-employee directors defer cash compensation in the form of cash payout share units, which are not subject to the Plans. These share units are classified as liabilities and, as such, their fair value is adjusted to reflect the current market value of the Company’s Class A Common Stock. The Company recorded $(1.2) million and $0.2 million as compensation (income) expense to reflect additional deferrals and the change in the market value for the three months ended September 30, 2015 and 2014, respectively.
NOTE 9 — NET EARNINGS ATTRIBUTABLE TO THE ESTÉE LAUDER COMPANIES INC. PER COMMON SHARE
Net earnings attributable to The Estée Lauder Companies Inc. per common share (“basic EPS”) is computed by dividing net earnings attributable to The Estée Lauder Companies Inc. by the weighted-average number of common shares outstanding and contingently issuable shares (which satisfy certain conditions). Net earnings attributable to The Estée Lauder Companies Inc. per common share assuming dilution (“diluted EPS”) is computed by reflecting potential dilution from stock-based awards.
A reconciliation between the numerator and denominator of the basic and diluted EPS computations is as follows:
|
|
|
Three Months Ended |
| ||||
|
(In millions, except per share data) |
|
2015 |
|
2014 |
| ||
|
|
|
|
|
|
| ||
|
Numerator: |
|
|
|
|
| ||
|
Net earnings attributable to The Estée Lauder Companies Inc. |
|
$ |
309.3 |
|
$ |
228.1 |
|
|
|
|
|
|
|
| ||
|
Denominator: |
|
|
|
|
| ||
|
Weighted-average common shares outstanding — Basic |
|
372.5 |
|
381.8 |
| ||
|
Effect of dilutive stock options |
|
4.4 |
|
4.8 |
| ||
|
Effect of RSUs |
|
2.0 |
|
1.6 |
| ||
|
Effect of PSUs based on TSR |
|
0.1 |
|
— |
| ||
|
Weighted-average common shares outstanding — Diluted |
|
379.0 |
|
388.2 |
| ||
|
|
|
|
|
|
| ||
|
Net earnings attributable to The Estée Lauder Companies Inc. per common share: |
|
|
|
|
| ||
|
Basic |
|
$ |
.83 |
|
$ |
.60 |
|
|
Diluted |
|
.82 |
|
.59 |
| ||
THE ESTÉE LAUDER COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2015 and 2014, outstanding options to purchase 2.5 million and 2.1 million shares, respectively, of Class A Common Stock were not included in the computation of diluted EPS because their inclusion would be anti-dilutive. As of September 30, 2015 and 2014, 0.8 million PSUs have been excluded from the calculation of diluted EPS because the number of shares ultimately issued is contingent on the achievement of certain performance targets of the Company, as discussed in Note 9 — Stock-Based Compensation.
NOTE 10 — EQUITY
|
|
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Total Stockholders’ Equity — The Estée Lauder Companies Inc. |
|
Non- |
|
|
| ||||||||||||||||||
|
(In millions) |
|
Common |
|
Paid-in |
|
Retained |
|
AOCI |
|
Treasury |
|
Total |
|
controlling |
|
Total |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
|
Balance at June 30, 2015 |
|
$ |
5.7 |
|
$ |
2,871.6 |
|
$ |
7,004.1 |
|
$ |
(381.5 |
) |
$ |
(5,856.7 |
) |
$ |
3,643.2 |
|
$ |
11.1 |
|
$ |
3,654.3 |
|
|
Net earnings |
|
— |
|
— |
|
309.3 |
|
— |
|
— |
|
309.3 |
|
1.5 |
|
310.8 |
| ||||||||
|
Common stock dividends |
|
— |
|
0.3 |
|
(89.7 |
) |
— |
|
— |
|
(89.4 |
) |
(1.1 |
) |
(90.5 |
) | ||||||||
|
Other comprehensive income (loss) |
|
— |
|
— |
|
— |
|
(67.9 |
) |
— |
|
(67.9 |
) |
0.1 |
|
(67.8 |
) | ||||||||
|
Acquisition of treasury stock |
|
— |
|
— |
|
— |
|
— |
|
(374.7 |
) |
(374.7 |
) |
— |
|
(374.7 |
) | ||||||||
|
Stock-based compensation |
|
— |
|
81.9 |
|
— |
|
— |
|
(12.0 |
) |
69.9 |
|
— |
|
69.9 |
| ||||||||
|
Balance at September 30, 2015 |
|
$ |
5.7 |
|
$ |
2,953.8 |
|
$ |
7,223.7 |
|
$ |
(449.4 |
) |
$ |
(6,243.4 |
) |
$ |
3,490.4 |
|
$ |
11.6 |
|
$ |
3,502.0 |
|
The following is a summary of quarterly cash dividends declared per share on the Company’s Class A and Class B Common Stock during the three months ended September 30, 2015:
|
Date Declared |
|
Record Date |
|
Payable Date |
|
Amount per Share |
| |
|
|
|
|
|
|
|
|
| |
|
August 14, 2015 |
|
August 31, 2015 |
|
September 15, 2015 |
|
$ |
.24 |
|
On October 30, 2015, a dividend was declared in the amount of $.30 per share on the Company’s Class A and Class B Common Stock. The dividend is payable in cash on December 15, 2015 to stockholders of record at the close of business on November 30, 2015.
Common Stock
During the three months ended September 30, 2015, the Company purchased 4.7 million shares of its Class A Common Stock for $387.0 million.
During the three months ended September 30, 2015, approximately 0.4 million shares of the Company’s Class B Common Stock were converted into the same amount of shares of the Company’s Class A Common Stock.
Subsequent to September 30, 2015 and through October 26, 2015, the Company repurchased approximately 1.5 million additional shares of its Class A Common Stock for $117.2 million pursuant to its share repurchase program.
Accumulated Other Comprehensive Income (Loss)
The following table represents changes in AOCI, net of tax, by component for the three months ended September 30, 2015:
|
(In millions) |
|
Net |
|
Net |
|
Amounts |
|
Translation |
|
Total |
| |||||
|
Balance at June 30, 2015 |
|
$ |
(0.1 |
) |
$ |
43.9 |
|
$ |
(235.0 |
) |
$ |
(190.3 |
) |
$ |
(381.5 |
) |
|
OCI before reclassifications |
|
0.6 |
|
16.4 |
|
3.3 |
(1) |
(83.6 |
) |
(63.3 |
) | |||||
|
Amounts reclassified from AOCI |
|
(0.1 |
) |
(9.0 |
) |
4.5 |
|
— |
|
(4.6 |
) | |||||
|
Net current-period OCI |
|
0.5 |
|
7.4 |
|
7.8 |
|
(83.6 |
) |
(67.9 |
) | |||||
|
Balance at September 30, 2015 |
|
$ |
0.4 |
|
$ |
51.3 |
|
$ |
(227.2 |
) |
$ |
(273.9 |
) |
$ |
(449.4 |
) |
(1) Includes foreign currency translation gains of $4.3 million.